


In the Shadow of the Beast

by AlabasterInk



Series: Williams [2]
Category: Stranger Things (TV 2016)
Genre: Acknowledging Billy's abuse without using it as an excuse, Gen, Implied/Referenced Character Death, Implied/Referenced Child Abuse, Implied/Referenced Domestic Violence, Implied/Referenced Mental Abuse, Implied/Referenced Suicidal Idealization, Nightmares, The Upside Down, Will and Billy are very messed up, Will and Billy have messed up pasts
Language: English
Status: Completed
Published: 2020-01-08
Updated: 2020-01-08
Packaged: 2021-02-27 13:27:51
Rating: Not Rated
Warnings: Major Character Death
Chapters: 1
Words: 8,581
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22167850
Author URL: https://archiveofourown.org/users/AlabasterInk/pseuds/AlabasterInk
Summary: Will Byers and Billy Hargrove have a series of very reluctant conversations during the week of July 4, 1985 and neither one of them is particularly enthusiastic about it.
Relationships: Billy Hargrove & Shadow Monster | Mind Flayer, Will Byers & Billy Hargrove, Will Byers & Shadow Monster | Mind Flayer, Will Byers & The Party
Series: Williams [2]
Series URL: https://archiveofourown.org/series/1595680
Comments: 10
Kudos: 51





	In the Shadow of the Beast

**Author's Note:**

> I have been working on this since season 3 came out and it's **finally** done! 
> 
> So, this emerged from my attempt to connect the similarities between Will and Billy, and their dual connection to the Mind Flayer, while explaining the differences in their possessions. 
> 
> Disclaimer: I own nothing. This is simply for my own enjoyment.
> 
>  _Italics_ =thoughts/emphasis  
>  _ **Italics/Bold**_ =Voices of the dead (similar to the Dark Horse Comics)
> 
> Enjoy!

At first, he doesn’t realize it’s not a dream.

It starts, as it always does, in Hawkins. There’s a street – Main Street – with the woods at his back and the library at his front, and all around him are houses he can traverse by memory. Biting cold air shifts into searing heat with every turn of a second, and white spores dance across his eyelids, stinging like salt on an open wound. It hurts to breathe so he’s learned not to, and he’s trained himself not to jump at every chitter. The world echoes – hollow like an empty grave and just as lonely.

He’s used to it. Expects it even. The heart-stopping, bone-chilling fear that accompanies every fluttering eye is as much a staple of his life as his own heartbeat. Sometimes, he can almost pretend it’s a comfort. The world of Before is such a bygone memory as to be complete fantasy, and there’s an ease to be found in repetition. Expectation is a bright light at the end of a tunnel, even if that light is as pale and blue as a corpse. 

The problem, Will finds, with expectation is the inevitable realization that it cannot shield you from reality.

He _expects_ the other shoe to drop; that doesn’t mean he’s ready for when it does.

The Mind Flayer is back. Whispers echo through his head as cold burrows under his skin and prickles his neck. He’s not surprised, but he isn’t ready either.

He’s resigned, as something too close to relief curdles inside his belly. The wait is over. The anticipation hanging over his head swings in a graceful arc downwards, detaching emotions from feeling as cleanly and quickly as any executioner. He’s numb – feeling too much to feel anything at all.

When he opens his eyes to the familiar hellscape, he thinks he knows what to expect. Emptiness – that crushing sensation of being alone, just waiting for the monsters to show themselves. It’s a brief respite, but one Will has learned to appreciate. If he hadn’t already spent an inordinate amount of time living inside their minds, he would have thought they did it on purpose. But no, the Mind Flayer is the only one who thinks in this world; everything else is just a beast hunting for food. Will is experienced enough by now to know the drill.

Go to sleep, open his eyes, wait for the monsters, repeat.

He doesn’t expect the Other. 

The Other is new, and Will would be happy if he hasn’t already learned that nothing good ever comes from New.

He’s tall, this new person, and as human as human can be. Summer-kissed hair curls across his forehead in the latest style while muscles bulge beneath his shirt. He’s gorgeous, and different, and stands out like a bleach white stain on a black shirt.

There’s a ringing in Will’s ears like the _chitter, chitter, chitter_ of a pollywog. The two are standing outside the carcass of a house on Loch Nora, _new_ and _different_ , and it would have been pretty if the Upside Down were capable of such things. Instead, all Will can see is the netted membrane and broken carnage of a world not fit for life.

And the Other. He cannot ignore the Other.

He doesn’t look at Will, and his face is only half visible beneath the flickering streetlamps. It looks like he’s listening to something, silken whispers that brush against Will’s subconscious and lure him in like a particularly addictive drug. He knows those whispers. They froze his insides and ripped him to pieces until all that was left was flayed flesh fit only for monsters.

That was the point, of course, but Will doesn’t care. Facts matter little when you’re the one on the arse end of the proverbial stick. 

Will doesn’t notice as his feet usher him forward. He doesn’t notice as the world shrinks around them, constructing a bubble of tension three feet thick. He thinks he feels water under his feet, cold and wet and murky, and his skin prickles with dread.

The Other turns. Familiarity strikes.

And Will Byers wakes with a name on his tongue, lost and forgotten in the bright morning light of a new day.

* * *

Billy Hargrove.

His name is Billy Hargrove and Will knows him only from the distant glimpses made around Hawkins and his friends’ stories. 

They’re few and far between, but always highlighted by Max’s bruises and Lucas’ fear and the protective glares of Mike and Dustin. They appear as snapshots of suspicion in his head, piling on top of each other like pieces of a particularly unpleasant puzzle. In his mind, Will hears the revved engine of a black Camaro as it shrieks into the school parking lot, and the cruel insults spewed across a busy pool. They’re normal insults, typical of every bully Will has ever known, and Billy Hargrove is nothing if not a bully.

But they’re past that now. Human cruelty has given way to monstrous evil. 

He hears screaming. He hears a teenager begging his sister for help. He sees a hand smash through a window to kill that same sister, and a body given the inhuman strength to break chains. Will remembers that strength and he knows how easily it can kill the unsuspecting. He’s numb, so numb, as if he’s been encased in ice and yanked from his body. He can’t do anything. He can’t say anything. It’s all he can do to keep the memories at bay.

Again, the Monster has trapped him, and He won’t even give him the decency of acknowledgement.

It’s for the best, he tells himself. It’s even a relief, except not really. Is he really so disposable? His life ruined, and for what? For a Beast who won’t even look his way? Not even to gloat?

And the Monster does gloat. Will recalls His pleasure-filled mocking in every dip of his stomach. He sounds like Lonnie and echoes with the undertones of Troy and James. The Monster raped his mind with ice-clawed fingers, and suddenly it’s as if he doesn’t exist. He’s been replaced. Discarded by a human with muscle and charm and a name that reads like the old.

Silver lining: the Beast has a type.

Williams.

It’s a small consolation that isn’t a consolation at all. The identicality of their names is meaningless to Him. Will is the only one who will notice or care. He’s the one placing meaning on what is no doubt a coincidence. But the thoughts linger because, what if? What if the Monster chose Billy because they share a name? What if He chose Billy because He was looking for Will? What if it’s not a coincidence? What if Will meant something?

He almost laughs at the inanity of it. Pining after a Monster the way Mike pines after El. He knows it won’t happen. He knows it’s foolish. He knows he can no more get an apology out of the Devil than he can normality out of his life. But it eats at him. He wants to scream. He wants the Monster to know every little thing He ruined, even though Will knows He won’t care. If anything, He might be amused. It would just be a waste of precious air from Will’s lungs, and he can’t even pretend that helps because he still wants to do it. 

He wants to scream at Him to go away, all the while still screaming to be taken back.

He’s like a junkie who’s lost his fix. He craves the nothingness that comes from being a part of something so incomprehensible. That sensation of power he felt as the demodogs ripped and teared and barreled their way through the bodies of those who’d hurt him. There was no concern. No pity. No prying questions and gawking acquaintances. The bullies couldn’t hurt him. Neither could the soldiers. Nothing could because he was nothing and it’s enough to make him resent the fire and the burning and the fact that he is still breathing. Maybe they wouldn’t be in this mess if his friends had just listened to him in the first place. Certainly, it would no longer be his problem. 

But it is his problem. Somehow it always is, and Will can’t decide if it’s because the Upside Down won’t let go of him, or because he won’t let go of it.

Maybe it’s the lack of resolution. Maybe it’s the anger.

Maybe it’s the fact that no matter how the Beast seems fit to ignore him, Will can still hear Him whispering in the back of his head. He echoes, like loud music coming from a neighboring house, and Will can hear everything, but lacks any power to act.

He’s become nothing more than a shadow of Billy Hargrove. 

They’re not alone. There are others that stand behind them in the mist, but they are as faceless and inconsequential as the demodogs; only good for the numbers they provide. Billy is different. He stands at the forefront, eyes wild with a primal fear Will knows down to his bones.

It brings him no comfort, but also no surprise.

They’re surrounded on all sides by the crumbling houses of Hawkins, Indiana. Spores dot the sky, falling like snow atop their heads. It’s dark and quiet, lacking even the familiar _chittering_ of the pollywogs, and the cold encases him in as if welcoming him home. Will cannot feel it. Not like normal people. Dr. Owens warned it might be a holdover he may never be rid of. He’s become as much a part of this world as any monster now – as much as any of the dead.

This should trouble him. It doesn’t. Death is an old friend, and death by frozen hell even more so.

“I know you,” the piece of Billy left to drown in this world says. His face is twisted in an expression of confusion and that particular brand of wariness only the Upside Down can incur.

“Yeah,” Will acknowledges with a shrug. He’s unused to others in his nightmares, but then this is less a nightmare and more something else. A vision? A link? True Sight? It’s abnormal, whatever it is, but Will is used to that, too. The air sours as he elaborates, “Will Byers.”

Billy nods. “The freak.” He looks like he wants to hate that – hate that the freakiest kid in Hawkins is somehow here but can’t because the relief at the obviously human company is too great.

Will gets it. He does. But he also knows just how horrible of a person Billy is even without the Mind Flayer inhabiting his body to be happy about it. As far as he’s concerned, Billy belongs here; if not in the Upside Down then in Will’s nightmares. Bullies were staples of his dreams Before. It stands to reason they should make an appropriately twisted return After.

“I didn’t get you,” Billy says again. His voice echoes strangely, and there’s a question in there, one he’s too proud – or too afraid – to ask.

Will shakes his head. “No.”

“So, what, is this just some freak thing you do?” Billy spits. A scowl has grown on his face, as if another human has made him comfortable enough to be cruel.

Typical.

Will gives another shrug because this is his life and it’s just weird enough to be the truth. “Sometimes.”

“ _Sometimes_ ,” Billy scoffs. A streetlamp flickers blue over their heads. “And how is it then, _Will Byers_ , that I’m stuck here and you’re not?”

For no reason Will can discern, Billy’s question strikes him as absurdly funny. He wants to laugh at that – at the pure ignorance of Billy Hargrove – but he doesn’t. Billy’s new and the Upside Down doesn’t allow much for laughter. Instead, Will tilts his head, and says, “I guess you just have more in common.”

There are bruises on Max’s arms and she jumps at loud noises, and Lucas always has an excuse not to walk her home even though she very pointedly never asks him to.

As far as Will’s concerned, the Mind Flayer couldn’t have picked a better host. 

Evidently, Billy does not agree.

His hand whips out, lightning quick, to wrap around the collar of Will’s shirt, and he yanks the boy forward so that they are nose-to-snarling-nose. If this were the real world, Will would be frightened, but there’s something about Billy, about being in this dying dimension, that’s reassuring. Human evil is for the Rightside Up, not the Upside Down. The only evil here belongs to the monsters.

And Billy, for all his posturing and cruelty, is no monster.

“What did you say?” Billy questions, calmly, with the control of a predator about to pounce.

Will doesn’t bat an eye. “The Mind Flayer thought you would be a better host. He and I didn’t really get along.”

They didn’t. Not really. Only sometimes, in the way a victim might come to get along their kidnapper, or two enemies might band together against a greater foe; Will hadn’t liked the fire any more than the He had.

“The Mind Flayer, huh?” Billy leans back but keeps a fist around Will’s collar. The air is stale around them. “Is that what He calls Himself?”

“He didn’t say no to it.”

“‘ _He didn’t say no to it_ ,’” the teen mocks. “How cute. Making up little names for Him.”

“Better than nothing.”

Billy glares. “No wonder I’m in this mess if you’re all He had. Your little friends, too, I’m assuming, if what He’s said is true. Couldn’t even finish Him off.”

“We tried,” Will defends, though doubts whisper in the back of his head. _They shouldn’t have burned you. They should have just shut the gate._ “We thought–” 

“You thought. You thought,” Billy echoes, and Will ignores the sudden static in the air. “Well guess what, _freak_ , you thought wrong.”

 _Close gate._ “We did what we could.”

“And it wasn’t _enough_.”

The accusation lands heavily between them, more suffocating than the air they’re breathing. Fury courses through his veins as Will shakes. He wants to scream. He wants to rage and shake his fists and stomp his feet and the only thing that holds him back is the knowledge that he’s not sure what he’d be screaming at. The fact that Billy is so _wrong_ , or that he is so terribly _right?_

Billy’s grip intensifies. It’s tight, but intangible, as if the teen had taken lessons from Darth Vader. Static buzzes between them, red gathering on the horizon as the temperature plummets. “You can’t even deny it, can you?”

Will stubbornly keeps his mouth shut.

“Useless.” Billy grits his teeth, and shoves Will back into a stumble. “Go home, freak. I’m sick of looking at you.” 

Will needs no more encouragement. He spins on his heel and makes a beeline for the road. He’s familiar with this area – Maple Street is only two blocks away – and he can easily hide out the rest of this nightmare in Mike’s basement. He’s ready. His feet are carrying him forward.

He slows. He stops. His heart is heavy and he hates Billy, but Max was crying and no one deserves the Upside Down.

Not even bullies.

Will turns and squares his shoulders, forcing himself to look Billy in the eye with as much conviction as he can muster. “We can help you, you know. If you let us.”

“What makes you think I want your help?”

“Max.” Those desperate pleas had to come from somewhere. A trap? Yes; that doesn’t mean they weren’t true.

But it’s a mistake. Billy’s face, already closed off, turns to stone, his blue eyes glowing like ice under the streetlamps.

“Max,” he growls. “Max, Max, Maxie Maxine. Of course. Well, how ‘bout you take your help, Will Byers, and shove it up your ass. Whatever your friends did with you obviously didn’t take. You’re still here. No, I’m better off figuring this out on my own.”

He’s not, but already Will can feel himself fading, slipping out of the Upside Down as easily as he fell in. There is no time to argue. He grits his teeth. “Suit yourself.” No one can say he didn’t try.

Billy fades. The Upside Down flickers away. Will awakens to the bright morning light of Mike’s basement with his friends snoring in his ear.

* * *

He doesn’t know why he stays silent. Maybe it’s that the timing is never right. Maybe it’s that he doesn’t fully believe it. Maybe he just doesn’t think it matters. For whatever reason, Will keeps his nighttime conversations to himself.

Billy is a hateful, shivering shell of a man the next time Will sees him. His hair is greasy and unkempt, there’s a cut on his cheek, and he bathes in the grime of the Upside Down as if he were born to it. Blue eyes glare behind a red sheen, and the bone white of his teeth stands out unnaturally against the dark landscape that surrounds them.

It’s new, this place. Not that Will spends much time exploring this world, but it’s impossible to visit so often and not learn every nook and cranny. It’s a bedroom – Billy’s if Will has to guess – and he has the sudden inane thought to turn around and see if he can find Max’s. He wonders, briefly, what that would look like before deciding he really doesn’t want to know. With few exceptions, he tries to avoid places he’s liable to go to in the real world. 

“Well, look who decided to drop by.”

Will says nothing and Billy’s lips curl like a particularly rabid dog. “What? No hello?” He stands up, the bed creaking in his wake. “No, ‘how’ve you been?’” He stalks forward. “No _questions_?” Billy’s arm shoots out, his fist punching the wall with alarming speed and force, enough to chip the paint and break the fingers of a normal person, though no damage is actually done. Will still flinches.

“You,” Billy sneers, “and your little band of freaks have been making quite the mess. Do you know that? Do you have any idea what you’ve gotten into?”

“More than you,” Will states, and the older teen lets out a disdainful laugh.

“Oh, that’s right. You’ve been doing this a lot. You and that girl. What’s her name again? El?” 

Will stiffens. His eyes narrow as Billy’s grin turns razor sharp. “How do you know her name?”

“We met,” Billy says indolently. He flicks a spore off the table. “She was very rude – barging into someone else’s house like she owned it.”

“Heather’s.” The girls had told them briefly about their encounter at the Holloway house, and the state of the house itself had filled in the rest of the story.

“Yes, Heather’s. Nice people, her family. Make a good roast.” His features settle into one of idle curiosity, but there’s a gleam to it that reminds Will of his father. “So what brings little Will Byers back here? It can’t be the scenery. And the company doesn’t want you. You have to be after something.”

Will purses his lips. “Something happened. At the hospital. We need to know what.”

“And you think I know? I wasn’t there.” 

“No, but you’re the host. You’re…connected.” He thinks of the demodogs, of the eyes they don’t have and how that heightens everything else – hearing, smell, taste. Will’s mouth waters involuntarily. He doesn’t like to think about it – can’t most of the time – but it lingers; the sounds of the dying as flesh is torn from bones, warm viscous syrup covering them like a glaze. 

Blood is sweet, but distinct, like the notes between chocolates. 

“ _Connected_ ,” Billy huffs from the bed. “I don’t know what He told you, kid, but He doesn’t tell me shit. I’m _stuck_ here, remember?” 

“Well, yeah, but…” _He shouldn’t have to tell you for you to know._

It’s odd. Contrary to popular belief, Will’s memory of _that_ week is picture perfect, and he knows he was never trapped in the Upside Down like Billy is. No, his prison was a void – an empty black expanse with only the Monster for company. And as much as He liked to gloat, the Monster wasn’t there all the time. Sometimes it was just Will, and he _always_ knew what was going on.

He could see everything, feel everything, _taste_ everything.

Billy is different. _He_ is different. Will remembers whispered manipulations and echoed taunts, the Beast hiding within the darkness He Himself created – an Emperor Palpatine to Billy’s Darth Vader. This, now, is a short con compared to the long end, and Will is fearful of what it means. What changed? Why did it change?

Will _knows_ the Monster. He _was_ the Monster. They shared everything. Billy…Will doesn’t know what Billy is. He’s not like Will, not in the way he’s assumed. And if Billy can’t see beyond his own body, then what does this mean for them? What does this mean for Hawkins?

Who have they been chasing, if not Billy Hargrove?

“ _But, but_ ,” Billy draws Will from his thoughts. “If you’re gonna speak then do it clearly. I don’t have time to listen to your mutterings.”

Will purses his lips and, before his common sense can catch up to his tongue, says, “Really? You don’t have _any_ time?”

Billy glares balefully. “I,” he jabs at Will’s chest, “am trying to get _out_. I have a life, and it doesn’t involve being stuck in this shithole.”

“So, you’re – _what?_ – walking around here looking for the exit sign?”

“Not that it’s any of your business, but no.” Billy leans his hip against the bedside table and leers down at him. “And _you_ seem to be able to come and go as you please.” 

“Well, yeah, but I’m…” _a freak, a zombie, a dead boy walking._ Will Byers should not be alive, and it is only the fact that he is that separates him from Billy.

_Oh._

It’s like an alarm going off inside his brain – blaring and painful and whistling at a frequency too high for humans but just perfect for monsters, and Will is inextricably struck by a profound sense of guilt as the realization settles.

 _Oh_ , he thinks, _oh_. Because the Mind Flayer never makes the same mistake twice. He learns and He adapts and while His fury has made Him rash, He’s also made sure that this host will not have the weaknesses of the first.

Weaknesses like living.

“You’re what?” Billy questions, and it’s all Will can do not to look at him with horror. There’s a lack of pain where Billy hit him. “A freak? Gotta say, that’s not much of a secret.” 

It’s not, and Will would probably be the first to acknowledge it, too, but he’s too busy staring to speak. It all suddenly makes a terrible sort of sense and he’s not sure whether to vomit or run. Possibly – probably – both.

“Hey!” Billy snaps his fingers. “Byers. Either get your head out of the clouds or get out. I don’t have time to be babysitting your useless ass.”

“Sorry. I–sorry.” Will shakes his head, but cannot look away.

“ _Tch_. Of all the people to be stuck here with, it had to be you.”

“Would you rather someone else?”

A scoff. “I can think of at least a dozen other people I’d rather be in hell with, each one sexier than the last. None of them are you.”

“Good to know,” Will mutters, pushing aside the horror with a great deal of effort. “But I’m still the one you’re stuck with.”

“Lucky me. Here’s a thought: you let me go back to figuring out how to get out of this hellhole and I won’t kill you the moment I do.”

“You can’t kill me.” He knows this. The truth settles old and heavy in his bones. Whispers hiss in the back of Will’s mind; there’s a part of him that calls to the Upside Down with the fervor of a dying man wishing for home. This is his world. He loathes it, despises it, wishes it did not exist, but it is his. His in the way the demogorgons do not chase him and the demodogs follow in his wake. His in a way it is not Billy’s.

Billy, who stands in this room that used to be his as if it is the only thing keeping him here. An echo of what could have been.

“Oh really? Who’s going to stop me? Your mom, who everyone knows is insane? Your brother, the creep? Your little friends? Face it, kid, I can do whatever I want to you. And when I get out, that’s exactly what I’m going to do.” 

“You’re not getting out.”

“Says who?”

“The Mind Flayer.”

Billy snorts. He chuckles, honestly amused, still clinging to the foolish notion that Will has long since abandoned; the belief that death only comes for other people.

“The Mind Flayer,” Billy echoes with contempt. He pushes away from the nightstand and ambles forward, stopping until he’s barely an inch from Will. At home, there would have been a rush of displaced air. Here, Will feels nothing. “In case you haven’t noticed, Byers, your ‘Mind Flayer’ isn’t here. He’s too busy traipsing about with my face to care about what I do.”

“Traip–He’s murdering people!”

“Yeah? And what am I supposed to do about it? I’m stuck, remember?”

Stuck yes, but, “Not always,” Will mutters, memory striking. The knot in his chest suddenly begins to unfurl, as if the realization is enough to spark a small measure of hope. “You were at the pool and the sauna and…” was he wrong? Could Billy get out? Had he just been jumping to conclusions? Maybe the Mind Flayer is just trying something new, but Billy’s sudden bark of laughter brings his thoughts to a screeching halt. 

“Oh sure, the pool. Yeah, I was there for all of a few seconds before He pushed me back down here. I want to get _out_ , not be kept on His fucked up little leash.”

“But you were there?”

“What, are you deaf? I just said I was.” 

“But you remember it,” Will exclaims, mind running a mile a minute. He was wrong. Oh, thank God he was wrong. Billy isn’t…he isn’t…“You were there. You felt it.”

“Yes,” Billy drawls, part derisive, part questioning.

“Do you feel Him now? Can you find Him?”

“Are you nuts? No, I cannot feel Him. He’s _there_. I’m _here_. What about this aren’t you understanding?” 

Will stops. He was never unaware of the Monster. Never. Even when trapped in the void. There was no separation between him and the Beast. 

A face appears in the window of Billy’s room, blank and covered in grime. For a moment Will thinks it’s going to do something, but it merely walks by as if it doesn’t notice them. A lost soul wandering through hell.

Slowly, so slowly it’s almost painful, Will turns back to Billy, who doesn’t seem to have noticed the face. Billy’s feet are almost melded to the floor, but he moves unhindered as if intangible. The blue glow of the lamps strikes him into shadow and for a second Will swears they’re outside, a flash of lightning engulfing the world in red, the landscape replaced by fields and hills and mountains. It’s familiar, this sight. He knows it. He died in it. Fields of corpses, hills of flesh, and mountains of bone.

And there, right in the middle…

 _No_ , Will trembles. _No_.

The world flashes back – blue and dark and eerie. Billy peers down at him, like a man about to squash a bug. “How the fuck did you survive anything? It can’t have been any skill on your part.”

Will can’t even muster the energy to be angry at the insult. He wasn’t wrong. He just wasn’t completely right.

The Upside Down is hell, and they’re all at the mercy of the Devil.

He feels his heart thunder in his chest, the acrid taste of bile tingling his tongue as sweat gathers along his brow. His skin prickles – not with cold, never with cold – but something he can almost remember as such. The air is cloying with the sweet scent of decay and it wafts off Billy like a child in his father’s cologne. 

A child. He’s not even nineteen.

What is he going to tell Max?

“Oh for fuck’s sake,” Billy grumbles from above, but there’s cotton in Will’s throat and his tongue is too big for his mouth.

 _I’m sorry_ , he wants to say. _I’m sorry this happened to you. I’m sorry I can’t help you. I’m sorry I almost think you deserve it._

“Byers!” The yell jolts Will from his mantra and he jumps under Billy’s towering form. “ _Tch_. All that yelling and now you decide to be quiet.”

“I–I–”

“You? You, what?”

“I… _um_ …” Where had he left off, again? He was asking questions. He was…”You, _uh_ …you’ve taken control before.”

“Yeah,” Billy drawls.

“He’s given you control, so you, _um_ …you can get out.” He can’t. He can’t get out. But the truth won’t travel past his lips and he tries to tell himself it’s fine. Billy isn’t a friend.

There’s a glint of intrigue in those volatile eyes, and Will pushes down the nausea it incites. Billy raises a brow. “You want me to try and overpower the Monster? What, you don’t think I’ve tried that?”

“Never hurts to try again.”

Billy huffs. He rolls his eyes. “Fuckin’…”

“Do you have a better plan?”

Silence. Billy shifts, body twisting towards the window. He twitters his fingers along the sill.

“And if I overpower him, I’ll get out? For good?” 

There is no way out except the one the Monster creates. Will draws in a breath, as much because he can’t remember when he stopped, as because it feels like he can’t. The words are spoken before he can think.

“You’ll get out.”

Billy nods, a grin of unnatural white shining through the gloom, and Will comes to the conclusion that he will never be able to look Max in the eye ever again.

 _I’m sorry_ , he thinks. _I’m sorry I can’t help you. I’m sorry I won’t even try. I’m sorry, but I need to help my friends._

Mike is right. El is expending too much energy. She won’t be able to beat the Mind Flayer if she keeps this up. Will knows this. He knows the Monster. But Billy is human, and human monsters are for the Rightside Up. If Billy can overpower the Shadow, even for a second, they might stand a chance.

Humans can be killed, and Billy is dead anyway.

There’s a shift in the air. It’s suddenly too heavy, too cold. Will shakes as his breath mists in front of his face. The spores stop in midair and Will knows what’s happening before Billy even opens his mouth. 

“She found Him.”

_El._

Will can feel her. She’s here, but not – in that In Between place Will only has vague recollections of – and it makes him uncomfortable to feel that pressure of occupied, but unseen space. For a second, he wonders if he might have been able to do something to help. If he told his friends about his dreams would El be struggling now? Not that it matters. Billy and the Mind Flayer are not mutually inclusive entities. _No_ , Will shakes his head. Had he told, he would only have gotten in the way.

Billy lowers himself to the bed. His lips quirk, teeth catching on a lightning strike. There’s an unnatural sheen in his eyes, like a junkie about to get a fix. “You’d best be going, Byers. I’m about to have company.”

The Mind Flayer is close. There’s a tangible change in Billy’s posture as red begins to dot the sky. Something like brine fills the air and Will can feel himself slipping. He’s waking up. Already, his vision is starting to blur.

“Wish me luck, freak.”

But Will is gone before he can wish for anything.

* * *

He’s standing on a mountain.

It’s crafted from melted flesh and broken bones, and his feet sink into the sludge so that he’s ankle deep in decomposition. Rot burns his nose and a chill prickles his spine. The sky above is bleeding and crackling, and there are bodies as far as the eye can see. They create hills and mountains and valleys, their skin stretched and faces eternally frozen in terror, and Will is quite sure there are more people here than there have ever been on Earth.

Maybe this is Earth. Maybe the Mind Flayer won. It’s too vivid to be a nightmare, and too familiar to be anything else. He’s been here before. He’s seen this before. The dead stare at him with sightless eyes and he knows exactly what they’re asking.

“Are you here to stay?”

A corpse stands beside him. His clothes are torn and his eyes are red, but the anger has settled into a mellow sort of surrender Will is familiar with. It’s the same look he’s seen in the mirror after one too many nightmares; the type that says he knows nothing will ever be the same again so why pretend.

Will faces his companion. Above them, thunder rumbles. “No. Just visiting.”

The corpse snorts. “You are a strange one, Byers.”

“Thought I was a freak?”

“You are. Didn’t think you’d come here, though.”

“I don’t. Not normally.” It was only once, really. Once, after his mind had grown fuzzy and the dark had settled in, and there was no more breath left in his lungs. _Dead_ , a voice says in the back of his head. _You were dead._ “Never really saw the point.”

**_Darling. You stayed._ **

“Not much to look at.” 

“No, not much.”

Billy hums. For a moment, they stand in silence, looking out into the great expanse of bodies that surrounds them. Will isn’t wearing any shoes and even if he were they wouldn’t have protected him from the sludge. Something – he thinks it’s a rib – is digging into his ankle and he shifts awkwardly to escape it.

“You knew, didn’t you?” Billy asks and Will can’t muster up the grace to pretend ignorance. 

“I…guessed.”

“You guessed. You bet my life on a guess.”

Will winces, but says, “If I was wrong you would have been out.”

“If you were _wrong_ , I would have been stuck in a body that had just spent days guzzling bleach. You think I would have lasted like that?”

“…No.”

“No. You didn’t even try to find another option.”

Will’s tongue feels thick as he says, “There was no other option.”

“Well,” Billy shrugs with faux nonchalance, “I guess we’ll never know. Now that I’m dead and all.”

And that right there is the crux of the matter, because no matter what Will chose, Billy was never going to walk away with his life. Getting him out any other way would have left the teen an incorporeal ghost with no body to live in.

“For what it’s worth, I am sorry.” 

Billy snorts. “No you’re not. If you were really sorry, you would have tried harder.” 

“That’s not–”

“Oh no? You wouldn’t have tried more if I were Max? Or El? Or your brother?” Billy’s eyes bore knowingly into his. “I don’t need your apologies, freak. I don’t want them either. Just quit lying to me and admit you didn’t give a damn.”

Will swallows harshly and bites the inside of his lip. The problem is, Billy isn’t entirely wrong. If it were anyone else, Will would have told. He would have jumped through every hoop and every idea in order to save them. He would have spoken up. But with Billy…

“You’re right,” he says after a minute. “I didn’t give a damn. Not about you, at least.”

“Well, thanks for the honesty I guess.” 

“That doesn’t mean I’m not sorry. I’m sorry Max lost her brother. I’m sorry you’re one more death I have to think about. I’m sorry you died before you could be worth something.”

“Worth something, huh? Well, I’ve got to say as apologies go, yours need some work.”

Lips thin, Will swivels, hard hazel looking into dispassionate blue. “Your sister lived in fear of you. My friends were terrified of you. You were cruel and selfish and possessive, and you don’t get a pass just because your dad is a bastard. My dad is too, but I still know my brother would sooner cut off his own hand than ever raise it towards me.”

Billy glares, the ravaging of his body only serving to highlight the monstrosity inside him. “You know nothing, Byers. You think you can stand there and judge me? No. You don’t get to do that. You don’t get to judge me just because you think you understand.”

“You tormented your sister.”

“I protected my sister!”

“You almost killed my friend.”

“What, the nig–” 

“You insulted every person you came across. I’m sorry you died, Billy, but if it had to be anyone, I’m not sorry it was you.”

They dissolve into silence. The only sounds are the rumbling of thunder in the distance and their own heavy breathing. Billy’s eyes have turned to flint and it’s a wonder Will hasn’t started bleeding with how tightly he’s clenching his fists.

It takes minute before Billy grins, nose and lips twisting viciously. Bloody teeth stretch from under torn skin. “And you said you and the Monster didn’t have anything in common.”

Will flinches before mumbling, “No. I just said you had more.”

“More? Oh no. I think you just hide it better. You traded me. Make excuses all you want, but that’s what you did. Me for your friends. The good of the many, right? Gotta say, that’s cold, Byers.”

“That wasn’t– _ugh_ , forget it.”

“No, no. Go on. Tell me. You made me think I could escape. You made me fight so that the Monster would have to hold me back. Whether I succeeded or not didn’t matter. _I_ didn’t matter. And, hey. You were right in the end. It all worked out just fine for you.”

“We almost died!”

“But you didn’t. The only sacrifice you had to make was me.”

Will thinks of Hopper and dares not correct him. He doesn’t want to know what he would say. “You were already dead Billy,” he says instead, as if the information were new. “What was I supposed to do?”

“Be honest. I hear that’s your group’s whole thing.”

“Maybe. I’m…not the best at it. Not anymore.” 

“I’ve learned.”

“And would you have fought, if you knew it wouldn’t matter?”

There’s a beat of silence where Will thinks he has his answer, but then, “I don’t know. Probably not. I just…that girl – El – she…did something. Some nonsense.”

Will shifts. He eyes Billy who pointedly ignores him. “Must have been some pretty big nonsense.”

“ _Tch_. Don’t test your luck, freak.” 

“I’m just saying. You protected her. Not your usual style.”

“Of course, I did. It’s what I _do_. I protect. What, did you think I’d just take off and run? Isn’t that more your thing?”

“I don’t–”

“You do. Oh don’t look at me like that; it’s not a bad thing. You’re alive, aren’t you?” He digs a foot into the sludge. “I’d’ve run, too.”

“Really?”

“‘Course. And seeing as I’m clearly more athletic than you, I probably would have had more success, too.”

Will snorts. “No you wouldn’t. Once He has you in his sights, He doesn’t let you go.”

“Learn that the hard way, huh?”

“Yeah. Running doesn’t get you anywhere. Fighting doesn’t, either. And I _have_ tried, just so you know. The only thing that seems to work is fire – and telekinesis.” 

“Lot of that going around then?”

“No more than usual.”

Billy laughs. It’s harsh and grating and full of disbelief. “Well, thanks for not setting me on fire, at least. I figure that was the next idea.”

“You got lucky. We were a little busy with the flesh monster.”

“Well, at least I can take comfort in not burning to death.”

“It’s not pleasant. Takes a while, too.” 

“I thought it might. Got enough of that shit in the fucking sauna.”

“It didn’t look comfortable.”

“It wasn’t.” 

Will has no reply to that. He can still feel the burn of radiators along his skin and has no wish to tread further down memory lane. So he stays quiet, and Billy doesn’t speak. Thunder rumbles in the distance. Will pulls himself up from the sludge he’s begun to sink into, pajama pants covered in filth, but Billy is not so inclined. The muck reaches his shins, and if they were to measure they would find themselves standing at the same height.

Something, somewhere, screeches and it melds into the air of this world as nothing more than white noise. Billy twitches.

“Did–was there a funeral?” His face is half shadowed in red, and the torn flesh makes it hard to discern, but Will thinks he almost looks hesitant. Scared even, making his attempt at nonchalance all the more obvious.

Will nods. “Yeah. People think Hawkins is cursed now.”

“Well, they’re not wrong.”

“No. They had a big memorial for everyone, though. A lot of kids from school were there. You had most of the girls crying.”

“Crying over the fact that the hottest guy in Hawkins was dead?”

“Billy.”

“You can’t deny it. Hawkins just doesn’t make ‘em like me.”

“Oh yeah, it’s such a shame.” 

“Tsk tsk, Byers. No need for sarcasm.”

Will rolls his eyes, but lets it rest. Instead, he says, “Your mom was crying.”

“Who? Susan? That woman cries over swatting flies. It doesn’t mean anything.”

“Not Susan. The other one. The blonde. She wasn’t there long, but I saw her. Max pointed her out. Said that–Billy?” But Billy doesn’t respond. He’s too busy staring, bloodshot eyes wide with shock and a curious mix of fury and longing.

“Blonde? She–she was there? She came?”

Will’s brow furrows. The shaken quality of Billy’s voice is confusing and there’s a story somewhere in there that he’s missing. “Of course,” he says after a second. “Max recognized her from some of your old pictures. Said she just appeared out of the blue the night before.”

“And did she…did she say anything? Do anything?”

“No,” Will draws out, curious and trying not to be. “Not that I saw, at least. She just…cried. Next thing I knew, she was gone and everything was over.”

“Huh.” There’s a pause. A sniff. Will pretends not to hear it. “Huh. Well, how nice of her to show up, then.” But his eyelids are flickering and Will turns his head in an attempt at privacy. It’s not his business no matter how much he wants to ask.

“So,” Billy says after a minute. “You’ve talked to Max.” It’s not a question so much as a very awkward attempt at distraction, and Will isn’t so cruel yet as to call him out on it.

“I mean, we are friends,” he states. “She misses you.”

“ _Tch_. I doubt it.” 

“Well, she misses the idea of you. You were still an abusive asshole.”

There’s a bark of laughter to Will’s left and he finds his own lips twitching with the shadow of a smile. “You really don’t pull any punches do you, Byers?” 

Will shrugs. “Why would I? You’re dead. Who are you going to tell?”

Billy chuffs and runs a mangled hand down his face. “The fact that you are the last person I’ll probably ever talk to has to be enough punishment for anything wrong I ever did on Earth.”

“I’d say the fact you have to spend eternity here is your punishment, but I know of plenty of people who ended up here that were kinder than you so what do I know.”

“Does that mean you admit to being a punishment?”

“I’m not discounting the possibility. My dad certainly thought I was punishment for something.”

“Mine too. Word of advice, kid: never become a father. They’re all good for nothing pieces of shit.” 

“Not all of them.” Will thinks of Mr. Sinclair who always has time for them, of Bob and Hopper, and even Mr. Wheeler. They may not win World’s Best Dad, but at least they care. Still, the image of Neil, stone-faced and cold, as they lowered Billy’s casket into the ground stops him from voicing any more. There was no caring in Neil Hargrove.

Billy shrugs, old hurt settling over him like all the other wounds. “The ones that matter are.”

“Yeah, I guess that’s true.” It’s always the ones that matter in the end. Who cares if other dads are good if yours is shit? 

“And I wasn’t abusing Max, okay? Let’s get that straight. I was protecting her. Neil would have torn her to shreds. He still might now that I’m not there to be his punching bag.”

“If the person you’re protecting is afraid of you then you’re not doing a very good job.” 

“She just didn’t know what was best for her.”

“Sure she did. She knew to stay away from you, just like you knew to stay away from your dad. You weren’t doing it to protect her. You were doing it because you were angry and she was an easy target.”

“It kept her safe.”

“Maybe from Neil. But you weren’t any better.”

“She just…she just kept doing stupid shit. Getting into my stuff, being disrespectful, talking to that nigge–”

“Billy.” The word is stern and Billy sneers. Will doesn’t particularly care. Lucas is his friend and he gets enough of that shit in Hawkins. “Max will miss the idea of you, but you were nothing but a bully. And even if you’re right – even if Neil turns to her, we’ll be there. We’ll keep her safe.”

“That’s some high idealism, Byers. You can’t keep her safe. Not from Neil. She’ll have to go home sometime.”

“At least we’ll do better than you.”

“A high bar.”

“Not really.”

Billy laughs. It’s not pretty, as if his vocal cords are decaying as they speak. “I’ll hold you to that then. She’s a pain in my ass, but I’ll hold you to that.”

“You can.”

“Good…good.” He clears his throat and spits out a chunk of bloody tissue. It’s ignored. Billy sinks further into the squalor. Will does not.

“Think we’ll be seeing each other again?”

“In hell? Maybe someday.” Will is fairly sure this is where he’ll end up when all is said and done. Why else would he be drawn to it so often?

“Heh. Well, I’d save you a seat, but I can’t stand you.”

“Feeling’s mutual.”

“Then I hope to never see you again, Byers.”

“Leaving already?” But Will can feel the pull. He’s warmer – the rotting earth disappearing and the thunder more a distant rumble than a roar.

“Sad to see me go?”

 _Yes. No._ “Not really.”

“Yeah, you wouldn’t be the first.” Billy’s skin is stretched taut over his face giving the impression of a grin despite it not being funny. “Just – tell Max…” he trails off, gaze distant.

Will allows him this time even though he has the feeling there is no time left to allow. He’s fading. Still, he resists if only because he feels he owes Billy this.

There’s another long second and then Billy is shaking his head. His eyes crinkle around the edges and the familiar anger is back. “Jesus fuckin’ shit,” he mutters to himself before squaring his jaw and facing Will. “When you get back, tell Max to send Neil down to me. Shouldn’t take much convincing.”

Will can’t help but shiver. “Saving him a seat?”

“I’m saving him a whole fucking world. She can send Susan too, if she wants.”

“I don’t think so.”

Billy shrugs. He’s sunk so far into the rot that his shoulders only reach Will’s knees. “Suit yourself. She’d do fine without her. Most kids do.” Billy didn’t, but Will doesn’t say that. Almost wistful, Billy continues, “She’d do fine without any of us. She’s strong like that.”

It’s as close to an apology as Max is ever going to get and she isn’t even here to hear it. Not that it means much. The damage is done. If Billy is looking for absolution he won’t get it from Will. 

He isn’t Max, who Billy abused.

He isn’t Lucas, who Billy attacked.

He isn’t any number of the people Billy hurt.

Will is just the only one here, and his forgiveness is as meaningless as the dead.

But there is a note of desperation in Billy’s voice as he says, “You’ll let her know, right? You’ll tell her to send him straight to hell?”

No. Probably not, but, ”I’ll tell her.”

Billy’s lip quivers. Decomposition has reached his chest. He’s scared. He’d be a fool not to be. Will wants to reach out and place a hand on his shoulder, but the world is fading quickly, and the valley of bodies is slowly being replaced by bed sheets and sunlight. They’re running out of time.

Through a desecrated mouth, Billy tries to speak. “I gue-guess this is it. Do me a fav’r, f-freak. Don’t c’me back.”

“No promises.”

A puff of air that might have been a laugh. The muck has reached his neck. “Fig’res. G’ess I-I’ll be h’re ‘f you do.”

**_We’re always here._ ** ****

“S-see ya, frea–” Billy’s face is wrenched apart. His bones and musculature are stretched over the landscape, a grotesque figure of skin melding to skin. One more body added to the Monster’s collection.

Will does not look away. He can’t even bring himself to flinch. The ground moves, bodies undulating as if the world is laughing. There is no wind in this place, but the voices of the dead carry, silent as they are to his ears. Lightning strikes. A chill crawls up his neck; it’s time to leave. He flickers. 

_See ya, Billy._

Will opens his eyes. He breathes in the scent of decay and exhales into clean cotton. Sunlight forms bands across his face, too bright and warm though he revels in the sensation. His blankets are soft and his feet are clean, and the only sound to be heard is that of Jonathan snoring beside him.

He’s a good brother. The best. And Will can’t help but thank the universe for the fact that his brother never turned into Lonnie the way Billy turned into Neil. He’s safe with a brother that will keep him that way, a mother who will fight for him, and a new sister with the bravery of a superhero.

El’s powerless now. She can no more help anyone than she can herself and the Monster isn’t gone. That doesn’t mean she won’t fight. It’s what she does, and Will resolves that no matter the odds she won’t be alone. He’ll fight with her. Because she’s his sister. Because this is as much his fight as it is her’s. Because the Beast isn’t done with him.

Will will do better than Billy.

He’ll protect his sister.

He’ll protect his brother.

He’ll protect his friends.

Will curls up against Jonathan and goes back to sleep.

**Author's Note:**

> And it's done! 
> 
> So, in case it wasn't clear, Billy died that night the Mind Flayer got him. That's why there was a duplicate of him in the Upside Down, when Will didn't have one. The way I see it, the Mind Flayer created a duplicate body which he then connected to Billy's soul, allowing for Billy to connect to the real world and feed the Mind Flayer with memories in order to walk about like normal, but his actual body was kept in the graveyard we see in the Dark Horse Comics. His soul was kept imprisoned in the Upside Down unless the Mind Flayer needed him or he fought hard enough, but he could only connect to the body the Mind Flayer created. This differs from Will where the Mind Flayer literally took over his body and mind. 
> 
> Anywho, I hope you liked! Let me know what you think! 
> 
> Until next time!


End file.
